EldoS Corporation is willing to license CallbackFilter to you only upon the condition that you accept all the terms of this license.
This license defines and uses the following terms:
1.1. The Software - CallbackFilter source code, binary (machine-executable) code in electronic, printed or other form that can be distributed and/or used, accompanying documentation, graphical materials including diagrams, block-schemes, logos, graphic art, sample code in electronic or printed form, batch scripts and configuration files used to use and/or distribute CallbackFilter in parts or in whole.
1.2. Licensee - a company or individual who is given the right to use and/or distribute The Software according to this license.
1.3. Licenser - EldoS Corporation in whole represented by EldoS Corporation principal officer.
1.4. Third-parties - companies and individuals that are separate legal entities and not part of the Licensee.
1.5. Middleware - software products or services which are developed by the Licensee for use by third-parties for creation of third-party's software products and which are included as a part of third-party's software products or services. This includes, but is not limited by, Java classes, ActiveX objects, .NET assemblies, Delphi components, Dynamic-Link Libraries, Shared Objects etc..
1.6. Web Services - software products or services which are developed and/or deployed by the Licensee, run on publicly-accessible Internet servers and whose primary function is to expose functionality of The Software to third-parties on a paid basis.
1.7. End-User Applications - software products or services that are not classified as Middleware or Web Services. End-User applications also include middleware, which is developed solely for in-house use in Licensee's End-User Applications and Web Services.
1.8. Hardware - any computer-based devices, embeddable modules and appliances, which include material modules for information processing and/or storage.
1.9. Software Evaluation - testing of The Software, which is performed in order to determine fitness for use and compliance to Licensee's requirements.
1.10. Source Code - the human-readable form of the computer programming code and related system documentation including all comments and any procedural code such as job control language.
1.11. Computer System - a hardware system that includes a single motherboard with one or more CPUs or a hardware emulation software system, which emulates a hardware system with one motherboard and one or more CPUs.
1.12. Installed Copy - a group of computer files in electronic form that one software developer uses for development and testing of The Software on any number of Computer Systems.
2. Scope of use.
2.1. This license is applied to use of The Software by any Licensee that has purchased a license, i.e. paid a license fee as defined by EldoS Corporation and agreed to the terms of this license.
2.2. Use of The Software without purchasing a license constitutes Software Evaluation and is permitted for the time, no longer than evaluation period specified on EldoS Corporation web site or accompanying documentation of The Software.
2.3. This license defines terms and conditions for use of The Software in the Licensee's End-User Applications.
2.4. This license does not grant to the Licensee the right to use The Software in development of Middleware or Web Services.
3.1. This license grants the Licensee non-exclusive, non-transferable, royalty-free right to install and use The Software in software development, production and deployment according to the terms of this license.
3.2. The Software is owned by the Licenser and is protected by copyright law, international copyright treaties, as well as other proprietary notices.
3.3. Total number of Installed Copies of The Software used by the Licensee may not exceed the number of Single-Developer Licenses paid for by the Licensee. The Company License, obtained by the Licensee, allows any number of Installed Copies of The Software, given that all Installed Copies are used solely by the Licensee and within the territory of one country.
3.4. The Licensee has the right to create copies of The Software for backup and security purposes given that those copies are not used for development, production or deployment.
3.5. Use of The Software by the Licensee's subcontractors requires a separate license issued to those subcontractors.
3.6. The Licensee may distribute and deploy the binary code of The Software within the company / organization or to Third-parties when this binary code is included into End-User Applications of the Licensee as a part of software package. The Software must be included as an integral part of the Licensee's software package and must not be used separately from this package.
3.7. Distribution of the Source Code of The Software beyond the Computer Systems defined in paragraphs 3.3 and 3.4 is prohibited.
3.8. The Licensee may make modifications, enhancements, derivative works and/or extensions to the licensed Source Code provided to the Licensee. Any modifications, enhancements, derivative works and/or extensions to the licensed Source Code become the property of the Licensee unless the Licensee transfers the property rights for such modifications to the Licenser and the Licenser accepts such transfer. The unmodified parts of the Software and its Source Code remain the property of the Licenser.
3.9. This license grants the Licensee the right to get technical support according to Support Policy (published by the Licenser). Technical support is provided for the original Software only. Technical support is not provided for any modifications, enhancements, derivative works and/or extensions to the Software, the property rights for which were not transferred to the Licenser.
3.10. This license grants the Licensee the right to obtain updates, fixes and improvements of The Software which are made publicly available within the term of one (1) year starting from the moment when this license was given to the Licensee OR before release of the major version which follows the version, for which this license was issued (whatever of these events comes last). The above mentioned updates, fixes and improvements are available for the Licensee without any additional payments.
3.11. Only the individual or individuals who are the users of the Installed Copy or Installed Copies have the right to receive technical support and obtain the updates, fixes and improvements defined in this license.
4. Termination and transfer.
4.1. Rent, lease, sublicense or any other temporary transfer of rights given by this license is prohibited.
4.2. Permanent transfer of the rights is allowed only after notifying the Licenser about such transfer and provided that the Licensee doesn't possess any copies of The Software received under terms of this license.
4.3. The license becomes effective the day the Licensee agrees to its terms and conditions.
4.4. The license terminates automatically if the Licensee fails to comply with the limitations described above.
4.5. The license can be terminated by the Licensee at any time.
4.6. Upon termination or permanent transfer of the license the Licensee must destroy all copies of The Software received under terms of this license and all its components on all systems and all types of media and in computer memory.
4.7. The term of this Agreement shall commence upon the Effective Date and shall continue in perpetuity thereafter unless sooner terminated in accordance with the provisions hereof.
5. Warranty and Disclaimer.
5.1. The Software is provided by the Licenser 'As Is'.
5.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSER DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THE LICENSER DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS REMAINS WITH THE LICENSEE. THIS LIMITED WARRANTY GIVES THE LICENSEE SPECIFIC LEGAL RIGHTS. THE LICENSEE MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.
5.3. IN NO EVENT SHALL THE LICENSER BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
5.4. Recognizing the importance of The Software to the Licensee, the Licenser will attempt to fix the errors discovered in The Software given that such errors are not caused by malfunctioning of the operating environment, hardware and software errors of third-party components and by improper use or impossibility to use of The Software.
6. Export restrictions.
6.1. The Software must not be used in or exported to Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, and Serbia and other countries identified as being under Embargo or to citizens of those countries.
6.2. The Software must be imported, used and re-exported according to national regulations of the Licensee's country of residence.
7. Governing law.
7.1. This license will be governed by the laws of United Kingdom. Should you have any questions regarding this license, you may contact the Licenser by writing to EldoS Corporation, 2nd Floor, 145-157 St John Street, London, EC1V 4PY, United Kingdom
8. Compliance with the license.
8.1. If the Licensee is a business or organization, upon request from the Licenser the Licensee must provide information concerning compliance of use of The Software to the license.
8.2. All rights to use The Software are granted on condition that such rights are forfeited if the Licensee fails to comply with the terms of this license.
9. General Provisions.
9.1. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the license, which shall remain valid and enforceable according to its terms.
9.2. Major versions of The Software may be licensed to the Licensee by the Licenser under additional or different terms.
9.3. By signing this agreement the Licenser certifies, that it is a legitimate owner of The Software and possesses all rights to use, modify, improve, copy, distribute, sublicense and market The Software and any new version identified above in object and source code form on and for any media and by any means or methods now known or known in the future.
9.4. This is the entire agreement between the Licenser and the Licensee relating to The Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to The Software.